Last updated August 13, 2014

Welcome to Zenly.com.

Zenly Inc. (“Zenly”) is a duly licensed real estate broker under New York law and provides, through the use of its website, www.zenly.com (the “Site”), and the services offered through the Site (the “Services”), information, products and services related to the leasing of residential units located in the New York City area on behalf of both Prospective Tenants (as defined below) and Landlords (as defined below).

For the purposes of these Terms of Use (as defined below), “you” or “your” shall refer to you as a user of the Site, or as a Registered User (as defined below), as the case may be.

You must agree to the following Terms of Use before using the Site or Services.

We recommend you print out a copy of these Terms of Use for your future reference.

1. Acknowledge and Acceptance

The Site and Services are owned and operated by Zenly and are provided under the following terms and conditions, including, without limitation, the Privacy Policy, the New York State Landlord Tenant Disclosure Form, the E-Renter Agreement, and any operating rules, policies, and procedures that may be published from time to time on this Site (collectively, the “Terms of Use”). These Terms of Use are in addition to, and do not nullify, any other agreement related to the Services entered into between you and Zenly. In the case of any direct conflict between these Terms of Use and any other agreement between you and Zenly, the terms of such other agreement shall control, but only to extent applicable to the conflicting provisions.

By your access to and use of the Site, any Site Content (as defined below), and Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use, and acknowledge that these Terms of Use have the same force and effect as a signed agreement. If you do not agree to these Terms of Use, you may not access or otherwise use the Site, any Site Content, or Services. You represent and warrant that you have the authority to agree to these Terms of Use, and, if you are an individual using the Site or Services on behalf of a corporation or other business entity, you affirm that you have authority to bind the corporation or entity to these Terms of Use. You represent that you are eighteen (18) years of age, and fully able and competent to enter into these Terms of Use and to abide by and comply with these Terms of Use.

2. Changes to the Terms, Site and Services

A. From time to time, Zenly may decide to amend or modify these Terms of Use or any other documents referenced herein by posting on the Site. The date of the most recent versions will appear at the top of this page. If Zenly has a working e-mail contact for you and the changes to these Terms of Use are material, Zenly will notify you of such changes by sending you an e-mail to the address you have provided to Zenly. Zenly encourages you to review these Terms of Use periodically for any updates or changes. Any amended or modified Terms of Use will be effective upon posting or at the time set forth in an e-mail notice to you. Continued use of the Site constitutes acceptance of any amended or modified Terms of Use.

B. Zenly also reserves the right to post, from time to time, additional rules of usage that apply to specific parts of the Site, which may be posted in the relevant parts of the Site, and will be identified clearly and conspicuously. Your continued use of the Site constitutes your agreement to comply with these additional rules.

C. Zenly may also modify or discontinue the Site, the Services or any portion thereof without notice to you and without liability to you or any third party, except as otherwise provided in these Terms of Use.

3. Acceptable Use of the Site and Services

A. Eligibility to Use the Site and the Services. You must be eighteen (18) years of age to use the Site and Services. The Site and the Services are not intended for persons under the age of eighteen.

B. Scope of Use. The purpose of the Site is to assist persons in either (a) leasing a residential unit listed on the Site (“Prospective Tenant”), or (b) obtaining Prospective Tenants to lease the residential unit(s) they either own or are authorized to represent (“Landlord”). You represent that you are not a real estate agent acting on behalf of a Prospective Tenant or Landlord, and that you have a bona-fide interest in the leasing of a residential unit(s) in New York City.

C. Unauthorized Use. No user, including any real estate agent, may make commercial use of the Site, Site Content, or Services in any way that is not expressly authorized by Zenly, including, without limitation, (a) advertising our listings; (b) copying our Site Content for commercial use, or (c) contacting Prospective Tenants or Landlords found on the Site.

4. Prospective Tenants

If you are a Prospective Tenant, the following terms and conditions apply to you:

A. Acknowledgment of Broker-Consumer Relationship. By agreeing to these Terms of Use, you acknowledge you are entering into a lawful broker-consumer relationship as may be defined under state law. The relationship is not exclusive and you are not obligated to work with Zenly.

B. No Affiliation with Real Estate Agent. You agree that you have not signed any agreement with any real estate agent that would prevent you from using Zenly as your agent to obtain a unit to lease. You do not have a contract or agreement with any third party that would interfere with our representation of you. You agree to notify Zenly immediately in the event you enter into a broker agreement with a real estate agent.

C. Outreach to Landlords Prohibited. You agree not to contact the owner or representative of any unit listed on the Site from information gained through the Site unless expressly authorized to do so by Zenly. You will not attempt to enter a unit or speak with a Landlord without an appointment set by Zenly.

D. Zenly Represents Multiple Prospective Tenants and Landlords. You acknowledge and agree that Zenly may represent other Prospective Tenants seeking to lease the same unit that you may be interested in leasing. You also acknowledge and agree that Zenly may represent Landlords seeking to obtain Prospective Tenants, including you, to lease units that they list on the Site. For more information regarding Zenly’s role as a dual agent of both Prospective Tenants and Landlords, please see the New York State Landlord Tenant Disclosure Form.

E.Authorization for Consumer Report. If you choose to submit an application for a unit listed on the Site, you agree to let Zenly use your personally identifiable information to obtain a consumer or investigative credit report, criminal background report, and/or evictions records (collectively, “Consumer Report”) from E-Renter USA Ltd., which is a Consumer Reporting Agency subject to the Fair Credit Reporting Act. The results of the Consumer Report are only shared with the Landlord, and are not shared with Zenly.

F.Zenly Fees. If your application is accepted and you decide to enter into a lease agreement, before you acquire your apartment you are required to pay Zenly a broker fee’s of three percent (3%) of the annual rent, unless otherwise reduced as part of a promotional special.

5. Prospective Landlord

If you are a Landlord, the following terms and conditions apply to you:

A. Acknowledgment of Broker-Consumer Relationship. By agreeing to these Terms of Use, you acknowledge you are entering into a lawful broker-consumer relationship as may be defined under state law. The relationship is not exclusive and you are not obligated to work with Zenly.

B. No Affiliation with Real Estate Agent. You agree that you have not signed any agreement with any real estate agent that would prevent you from using Zenly as your non-exclusive agent to obtain Prospective Tenants to lease the unit(s) you either own or are authorized to represent. You do not have a contract or agreement with any third party that would interfere with our representation of you. You agree to notify Zenly immediately in the event you enter into an exclusive listing agreement with a real estate agent.

C. Outreach to Prospective Tenants Prohibited. You agree not to contact any Prospective Tenants from information gained through the Site unless expressly authorized to do so by Zenly. You will not attempt to show a unit or speak with a Prospective Tenant whom you learned of through the Site without an appointment set by Zenly.

D. Zenly Represents Multiple Landlords and Prospective Tenants. You acknowledge and agree that Zenly may represent other Landlords seeking to lease unit(s), whose units Prospective Tenants of your unit(s) may also be interested in. You also acknowledge and agree that Zenly may represent Prospective Tenants seeking to lease units listed on the Site, including your unit(s). For more information regarding Zenly’s role as a dual agent of both Prospective Tenants and Landlords, please see the New York State Landlord Tenant Disclosure Form.

E. Personal Information of Prospective Tenants. If a Prospective Tenant submits an application to a unit you list on the Site, certain personally identifiable information, such as their name, email address, and phone number may be shared with you, along with the results of a Consumer Report obtained by Zenly through E-Renter USA Ltd. Such Personal Information is the property of Zenly and the results of the Consumer Report are the property of E-Renter. You agree not to disclose the Personal Information of a Prospective Tenant or the results of the Consumer Report, and you agree to only use such information for the purpose of determining whether or not to lease the unit to the Prospective Tenant.

6. Registration

A. Registered User Services. Certain Services will be available to you only by registering for an account on the Site (the “Registered User Services”) and thereby becoming a “ Registered User.” As a Register User you agree to: (a) provide accurate, current and complete information as prompted on the Site; and (b) maintain and update such information to keep it accurate, current and complete. If you provide any information that is inaccurate, not current or incomplete, or Zenly has reasonable grounds to suspect that such information is inaccurate, not current or incomplete, Zenly may suspend or terminate your use of the Site and/or the Services and/or decline to permit your continued use of the Site and/or the Services and future access to the Site.

B. Responsibilities as a Registered User. To register for an account you will need a username and password. By selecting a username, you agree that you will not (a) select or use a name or e-mail address of another person with the intent to impersonate that person; (b) use a name or e-mail address subject to the rights of any person without authorization; (c) use a name in violation of the intellectual property rights of any person; or (d) use a name that Zenly, in its sole discretion, deems inappropriate or offensive. You are responsible for maintaining the confidentiality of your password and account, and are responsible for all activities (whether by you or by others) that occur under your password or account. You will notify Zenly immediately of any unauthorized use of your password or account or any other breach of security. Zenly assumes no liability for any loss or damage arising from any unauthorized use of your password or account by a third party.

C. Consent to Contact. By registering for an account, you consent to receive personalized emails, telephone calls and/or faxes from Zenly.

7. Use of the Services

A. By using the Site and Services, you specifically agree that you will act in a manner consistent with the goals of Zenly and only for purposes permitted by these Terms of Use and applicable local, state, national or international laws, rules or regulations. By way of example, and not as a limitation, you specifically agree that you will not:

1. upload, post, display, copy, republish, reproduce, transmit, or distribute any Site Content in any form whatsoever, except as expressly permitted by these Terms of Use or as otherwise authorized by Zenly in writing;

2. use any spider, robot or other automated device or automated or manual process to copy, monitor or keep a database copy of Site Content or any portion thereof;

3. transmit or post any abusive, threatening, unlawful, defamatory, libelous, false, misleading indications of origin or statements of fact, vulgar, obscene, indecent, sexually explicit, pornographic, profane or inflammatory material, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law or for any other purpose that is unlawful or prohibited by these Terms of Use;

4. access or use the Site in any way that, in Zenly’s sole discretion, adversely affects the function or performance thereof or any other networks or computer systems used by Zenly, or infringes on Zenly’s or any third party's trademark, copyright, patent rights, rights of privacy or publicity or any other proprietary rights;

5. transmit or upload to the Site, or use in connection with the Site, any software, device or routine that contains viruses, worms, time bombs, Trojan horses or other computer programming routines that may interfere with or attempt to interfere with, damage or in any way intercept the normal operation of the Site, or take any action that imposes an unreasonable load on our computing platform; or

6. falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material available on a Site or through the use thereof;

7. attempt to “crack,” “hack,” “bomb,” manipulate or otherwise gain unauthorized access to other User accounts, servers, software or any areas of the Site not intended for your access;

8. post information on or download information from the Site unless you have all rights and authority necessary to do so;

9. post, transmit or distribute any unsolicited advertising, promotional materials or other forms of solicitation to Users, individuals or entities, except as expressly authorized by Zenly in writing;

10. impersonate another person or entity, including but not limited to, a Zenly representative, or communicate under a false name or a name that you are not entitled or authorized to use, or use the Site to create any fraudulent or false inquiry or account; or

11. harvest, mine or otherwise collect or store personal information about others, including, without limitation, e-mail addresses and the content of User profiles.

B. Zenly reserves the right (but is not obligated) to record, monitor, edit or disclose activities occurring through or involving the Site or Services and/or investigate any allegation that any activity occurring through or involving the Site or Services does not conform to these Terms of Use. Zenly does not endorse or assume any responsibility for any user’s activity or any crime facilitated by use of the Site.

8. Privacy Policy

Any confidential or personally identifiable information provided by you while you are using the Site or Services including, without limitation, the information you provide when registering for an account, or gathered by Zenly during your visit to the Site is subject to Zenly’s Privacy Policy which is incorporated herein by reference.

9. Ownership; Intellectual Property

The Site is expressly owned and operated by Zenly. Unless otherwise noted, the design and content features on the Site, including, without limitation, information and other materials, illustrations, product layout and design, icons, navigational buttons, images, artwork, graphics, photography, text, data, audio sound, software and the like, as well as the selection, assembly and arrangement thereof (collectively, the “Site Content”), are owned by Zenly, or are licensed by Zenly from third party service providers. The Site, as a whole and in part, is protected by copyright, trademark, service mark, trade name, and other intellectual property and proprietary rights, and all other applicable rights are reserved.

Unless otherwise provided through any other applicable Terms of Use to which you agree, no portion of the Site or Site Content may be reprinted, republished, modified, or distributed in any form without the express written permission of Zenly. You may not, and these Terms of Use do not give you permission to, reproduce, reverse engineer, decompile, disassemble, modify, transmit, sell, distribute, license or create derivative works with respect to the Site or any of the Site Content.

Certain Site Content may be licensed from third parties and all such third party Site Content and all intellectual property and proprietary rights related to such third party Site Content belong to the respective third parties. You may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Site or the Site Content and you must retain all copyright, trademark, service mark and other proprietary notices contained on the Site or in the original Site Content on any authorized copy you make of the Site or the Site Content.

You agree not to sell or modify the Site or the Site Content or reproduce, display, publicly perform, distribute, or otherwise use the Site or the Site Content in any way for any public or commercial purpose in any other manner that is likely to cause confusion among consumers, that disparages or discredits Zenly or its licensors, that dilutes the strength of Zenly’s property or its licensor’s property, or that otherwise infringes on Zenly’s or its licensor’s intellectual property rights. You further agree to in no other way misuse the Site or the Site Content.

10. Submissions

Zenly welcomes your comments regarding the Site and Services, but asks that you not submit your creative ideas, suggestions or materials. If you send creative ideas, suggestions or materials to Zenly, that Zenly has not specifically requested (collectively, "Submissions"), you grant to Zenly and its designees a worldwide, non-exclusive, sub-licensable (through multiple tiers), assignable, fully paid-up, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Submissions in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions. All Submissions will be deemed non-confidential and Zenly is not liable for any use or disclosure of Submissions.

11. Third Party Links

Any links to other websites on the Site are provided only as a convenience to you. Zenly has not reviewed all of these websites, and has no responsibility for the content of such other websites and shall not be liable for any damages or injury arising from the content of these other websites. Zenly does not endorse or make any representations about these other websites, or any information or other products or materials found on these other website, or any results that may be obtained from using these other websites. If you decide to access any of these other websites, you do so entirely at your own risk.

12. Termination

If Zenly determines, in its sole discretion, that you have breached any portion of these Terms of Use, or have otherwise demonstrated conduct inappropriate for the Site, Zenly reserves the right, without notice, to: (a) suspend or terminate your access to the Site; (b) suspend or terminate your Account; (c) delete any or all content provided by you to the Site or through the Services; (d) notify and/or send content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (e) any other action which Zenly deems to be appropriate. If your ability to access the Site and/or Services is terminated by Zenly due to your violation of any portion of these Terms of Use or for conduct otherwise inappropriate for the Site, then you agree that you shall not attempt to re-register with or access the Site and/or Services by using a different user identification or otherwise.

Zenly may, in its sole discretion, terminate a Registered User if they have been inactive for a period of twelve (12) months. A Registered User will be defined as inactive if she/he has not logged into the Site or she/he has not contacted Zenly in any other manner.

Zenly will not be liable to you or any third party for any termination of your Account or your access to the Site.

13. System outages

Zenly may schedule system downtime for maintenance and other purposes. Unplanned system outages also may occur. Zenly has no liability whatsoever for: (a) the resulting unavailability of the Site and/or the Services (b) any loss of data or transactions caused by planned or unplanned system outages; (c) the resultant delay, misdelivery or nondelivery of information caused by such system outages; or (d) any third party acts or any other outages of web host providers, Internet service providers or the Internet facilities and networks.

14. Disclaimer

A. You expressly agree that use of the Site and Services, is at your sole risk. The Site and Services are provided on an “As Is” and “As Available” basis, and to the fullest extent permitted by applicable law, Zenly hereby expressly disclaims any and warranties, express or implied, including, without limitation, any warranties of accuracy, completeness, reliability, title, noninfringement, merchantability, fitness for a particular purpose, or any other warranty, condition, guarantee or representation, whether oral, in writing or in electronic form. Zenly does not represent or warrant that access to the Site or Services will be uninterrupted or that there will be no failures, errors or omissions, or loss or security breach of transmitted information, or that no viruses will be transmitted through access to or use of the Site. You (and not Zenly) assume the entire costs of all necessary servicing, repairs, or correction of any device that you use to access the Site or Services. Applicable law may not allow the exclusion of implied warranties, so the above limitation or exclusion may not apply to you.

B. Zenly endeavors to ensure that all the information contained on the Site is comprehensive, accurate, and up-to-date; however, Zenly cannot and does not warrant or make any representations regarding the accuracy, completeness, or reliability of the content of any of the listings, including without limitation “Zenly Verified” listings, on the Site. Any listing on the Site, including without limitation “Zenly Verified” listings, may be updated, changed, modified, withdrawn, or leased at any time without notice. Any furnishings, decorations, and artists' representations are provided for illustrative purposes only. All square footage and dimensions are approximate. Before you act on any information you have found on the Site, you should independently confirm any facts that are important to you decision.

15. Limitation of Liability

A. Zenly is a provider of an interactive computer service within the meaning of the Communications Decency Act (Title 47, United States Code, Section 230) and reserves all rights granted under such law.

B. IN NO EVENT WILL ZENLY OR ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, SUCCESSORS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE OR VIA OTHER CHANNELS, INCLUDING BUT NOT LIMITED TO PHONE AND EMAIL, BE LIABLE TO ANY USER OF THE SITE OR SERVICES OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SITE OR SERVICES OR RESULTING FROM ANY GOODS, SERVICES, DIGITAL PRODUCTS, AND/OR CONTENT OBTAINED THROUGH THE SITE OR SERVICES OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION OR DATA, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLES EVEN IF ZENLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTLY DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, ZENLY’S LIABILITY IN JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW BUT SHALL, IN NO EVENT, EXCEED $100.00.

16. Indemnification

You agree to defend, indemnify and hold Zenly, its agents and licensors harmless from and against any and all third party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) due to or arising out of: (a) your use of and access to the Site and the Services; (b) your violation of any provision of these Terms of Use; (c) your violation of any third party right, including without limitation any copyright, property, or privacy right; and (d) your use, or the use by any other person, of your login information.

If you are a Landlord, you agree to defend, indemnify and hold Zenly, its agents and licensors harmless from and against any and all claims, causes of action, or damages arising out of or relating to (x) you knowingly providing inaccurate or incomplete information to a prospective tenant; and (y) any injury to persons caused by the negligent or improper maintenance of the property or the units, except for injury or damage incurred due to the negligence of a Zenly real estate agent in the showing of the units

17. Trademarks

Zenly and Zenly’s logo and other product and service names of Zenly are trademarks of Zenly, Inc. (the “Zenly Marks”). You agree not to display, reproduce or otherwise use in any manner the Zenly Marks without Zenly’s prior written permission.

18. Claims of Copyright Infringement

Zenly respects the intellectual property rights of others and requires those that visit the Site and use our Services to do the same. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you are a copyright owner or an agent thereof and believe in good faith that materials hosted by Zenly infringe your copyright, you (or your agent) may send Zenly a notice requesting that the material be removed or access to it blocked by providing Zenly’s Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website;

3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity, and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the Zenly to locate the material;

4. Information reasonably sufficient to permit the Zenly to contact you, such as a name, address, telephone number, and, if available, an e-mail address;

5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notice of claims of copyright infringement on the Site shall be sent to Zenly’s designated copyright agent at:

Email: support@zenly.com
Phone: (855) 959-3659

19. User Disputes

You are solely responsible for any interaction with other users of the Site, including Registered Users. Zenly reserves the right but shall have no obligation to monitor disputes between you and any other user of the Site.

20. Site for Use in the United States

The Site is controlled and offered by Zenly from its facilities in the United States of America. Zenly makes no representations that the Site is appropriate or available for use in other jurisdictions. If you are a non-U.S. resident and you access the Site, you do so at your own risk and are responsible for compliance with local laws and regulations. You may not access, download, use or export the Site or the Site Content in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations.

21. Electronic Communication

When you visit the Site or send emails to Zenly, you are communicating with Zenly electronically. Zenly may communicate with you by email, unless you opt-out of receiving email communications, or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that Zenly provides to you electronically satisfy any legal requirement that such communications be in writing.

22. Mobile Device and Mobile Applications

If you use any mobile device or application to access the Site optimized for viewing via a mobile device, the following additional Terms of Use (“ Mobile Terms of Use”) also apply to you. Your access to the Site via your mobile device or use of a mobile application confirms your agreement to these Mobile Terms of Use, as well as the rest of these Terms of Use. You agree that you are solely responsible for all message and data charges that apply to use of your mobile device to access or use a Site. All such charges are billed by and payable to your mobile service provider. Please contact your participating mobile service provider for pricing, participation status and details. You understand that wireless through Wi-Fi or a participating mobile service provider may not be available in all areas at all times and may be affected by product, software, coverage or other service changes made by your mobile service provider or otherwise. Additional Terms of Use may apply to your use of a mobile application, based on the type of mobile device on which you install and use the mobile application and/or the mobile application platform.

23. Miscellaneous

A. Choice of Law; Jurisdiction. Zenly makes no representations that the Site or the Services are appropriate, available or legal in any particular location. Those who choose to access the Site and the Services do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. You agree that these Terms of Use, for all purposes, shall be governed and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provisions, and any action based on or alleging a breach of these Terms of Use must be brought in a state or federal court located in New York County of the State of New York, both parties agree to submit to the exclusive personal jurisdiction and venue of such courts.

B. Severability. In the event that one or more portions of these Terms of Use shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other provision contained in these Terms of Use.

C. Headings. The headings used throughout these Terms of Use are solely for the convenience of reference and are not to be used as an aid in the interpretation of these Terms of Use.

D. No Waiver. Any delay or failure by you or Zenly, at any time or times, to require performance of any provision of these Terms of Use shall in no manner affect your or Zenly’s right at a later time to enforce such provision. No delay or failure of you or Zenly in exercising any right hereunder shall constitute a waiver of such right or any other rights hereunder.

E. Entire Agreement. These Terms of Use and any documents expressly incorporated by reference constitute the entire agreement between Zenly and you pertaining to the subject matter hereof.

F. Assignment. You may not assign your rights or delegate your responsibilities hereunder without express written permission of Zenly. Zenly may, at any time, assign its rights or delegate its obligations hereunder without notice to you.

G. Third Party Beneficiary Rights. No person not a party to these Terms of Use is intended to be a beneficiary of these Terms of Use, and no person not a party to these Terms of Use shall have any right to enforce any term of these Terms of Use.